THE NEW YORK TIMES, MONDAY, AUGUST 3, 2020 N B3Nostalgia has always been a
powerful source of revenue for
Hollywood. Turns out, it’s equally
lucrative for video games.
From its beginnings with the
likes of Pong, a two-dimensional
table tennis game, the video game
industry has grown into a $120 bil-
lion business. Over the years,
memorable games have garnered
strong followings. Like Hollywood
remakes or remasters old movies,
game publishers are overhauling
and rereleasing games to tap into
ready-made fan bases for fran-
chises like The Legend of Zelda,
Crash Bandicoot and World of
Warcraft.
“I think nostalgia is the major
driving force for the success of a
remake,” said Doug Clinton, man-
aging partner for the venture cap-
italist firm Loup Ventures, which
focuses on emerging technology
and gaming. “Any game that does-
n’t have meaningful nostalgic val-
ue isn’t likely to be successful.”
In May, Activision Blizzard, the
developer behind World of War-
craft, announced that two games
from the Tony Hawk’s Pro Skater
series, released in 1999, would be
brought back later this year.
The remake trend isn’t extend-
ing only to the most highly rated
games either. Children (and
adults) who received SpongeBob
SquarePants: Battle for Bikini
Bottom in Christmas of 2003 can
now buy a “rehydrated” remake,
which hit stores in June. The game
received decent reviews when it
was released, but it was by no
means a classic. But the remaster-
ing shows how nostalgia is driving
publishers’ decision making.
“Because you can actually re-
visit those virtual spaces, it’s a
more powerful type of nostalgia,”
said Alyse Knorr, assistant profes-
sor of English at Regis University
and author of the book “Super
Mario Bros. 3.” “It’s the same
when you go back to it; it’s the
same as it was when you were 7.”
That sentimentality does not
necessarily lead to instant sales.
Some titles that have been rere-
leased or remastered in hopes of
cashing in on cult status fall back
into obscurity, like 2017’s Con-
structor HD or White Day: A Lab-
yrinth Named School. Generally,
games that have high review
scores and strong followings tend
to be safe financial bets for a sec-
ond look.
“When you’re taking a game
that you know has a Metacritic of
90-plus, the only thing you can do
at that point is screw it up,” said
Marco Thrush, president of Blue-
point Games, a studio known for
developing high quality remas-
ters and remakes.
Initially, publishers capitalized
on the nostalgia trend by curating
games from the 1990s on plug-
and-play devices. Nintendo’s NES
Classic, which offered 30 games
like Super Mario Bros. and Don-
key Kong packaged in a replica of
the original Nintendo Entertain-
ment System console, was a huge
hit when it came out in 2016, sell-
ing out almost immediately. Other
developers like Sega and Sony
quickly followed suit.
But developers saw an opportu-
nity to make even more money by
investing in substantial upgrades.
One of the biggest this year was
the release of Final Fantasy VII
Remake.
In 1997, Square Enix released
the original Final Fantasy VII, a
futuristic cyberpunk epic with
multiple characters and twisting
plotlines that became one of the
most beloved titles in the Final
Fantasy series.
Visually, however, the creators
had to make do with the technol-
ogy at the time. For example, the
game had blocky-looking charac-
ters, no voice acting and no 3-D
backgrounds.
After years of teasing, Square
Enix remade the game to match a
modern experience. Final Fan-
tasy VII Remake used entire
teams of voice actors, artists, ani-
mators, engineers and producers
to create a game that could stand
up to any contemporary release.
The strategy paid off: It became
the best-selling game of April, ac-
cording to data from the NPD
Group, a research firm that covers
the video game industry.
Fans have largely been recep-
tive to the reimagined game, and
its modern systems have made it
accessible to new players, who
found the original mechanics diffi-
cult.
“I tried the Final Fantasy VII
remaster on Xbox; it was a little
too far gone for me,” said Preston
Bakies, 27, of Findlay, Ohio. “But
when the remake came out — I’ve
put a lot of time into it. It’s been a
lot of fun.”
The original Final Fantasy VII
cost $40 million to make, which
was considered a high sum for a
video game in the ‘90s. Given the
technological demands of modern
games, costs have grown consid-
erably more expensive, experts
say.
“I haven’t come across a single
game which took more than $100
million in Japan” to get made, said
Atul Goyal, a managing director
at investment bank Jefferies &
Company, who pegged the budget
for Final Fantasy VII Remake at
up to $140 million.
Others felt it was even higher.
“If we assume the number of sales
for Final Fantasy VII Remake is
six million units, $144 million is
the budget,” said Yuhsuke
Koyama, a professor at Shibaura
Institute of Technology in Tokyo
and author of “A History of the
Japanese Video Game Industry.”
In a twist, Square Enix has bro-
ken Final Fantasy VII Remake
into multiple parts, although it
would not say how many. There
are risks associated with this
strategy, including irking fans
who have to shell out more money
for the other parts of the game.
“We are writing in our reports
that it will be a two-part series.
Not three, not four, not 10,” Mr.
Goyal said. “And the subsequent
chapter will be coming out soon in
the next fiscal year.”
Square Enix is not the only pub-
lisher capitalizing on this trend.
Capcom, the publisher behind
Street Fighter and Mega Man, has
also been rummaging through its
back catalog. Last year, it released
Resident Evil 2, a remake of the
1998 PlayStation original. Not
only was the remake loved by crit-
ics, it has sold 6.5 million units as
of April.
The success prompted Capcom
to greenlight a Resident Evil 3 re-
make, which was released in
April.
Capcom declined to comment
for this article, but it did reveal in a
Japanese documentary that at
least 800 developers worked on
Resident Evil 2.
Mr. Goyal estimates that Resi-
dent Evil 2 likely did not cost more
than $100 million to remake. And
given that Resident Evil 3 reused
some assets from its predecessor,
and clocks in at a shorter run time,
it likely cost Capcom even less.
The savings for Resident Evil 3
would have been significant, said
Michael Pachter, an analyst at
Wedbush Securities who follows
the video game industry.
“The level design is the compli-
cated part, art is relatively inex-
pensive, probably 30 percent of
the cost of the game,” he said. “If
they reused 20 percent of the art,
it’s a 6 percent savings.”
Resident Evil 3 was not the
same breakout success that Resi-
dent Evil 2 was in 2019, but it still
landed at a respectable sixth place
in April, according to NPD. Cap-
com did confirm that it shipped
two million units, and it has al-
ready announced that Resident
Evil 4 will be getting a remake.
Remastering and remaking
have become so common that
some studios are dedicated to
bringing old games to modern
hardware. Bluepoint Games in
Austin, Texas, has a reputation for
creating some of the highest qual-
ity updates in the industry. In
2018, it released a high-definition
remake of Shadow of the Colossus,
which originally came out in 2005
by Sony.
Bluepoint revamped the game
in 2011, bringing the original up to
1080p standards, then substan-
tially reworked it again in 2018 for
4K televisions. Mr. Thrush, Blue-
point’s president, declined to re-
veal the costs of remaking the
game.
“We revitalize an older game,
somebody’s baby,” said Mr.
Thrush. “New gamers get to play
games they otherwise wouldn’t.”A remake of Resident Evil 2 last year was so successful that a remake of
Resident Evil 3 was also released. There are plans to remake Resident Evil 4.
CAPCOMMuch Like Old Films,
Video Games Receive
Shine for New Audiences
By IMAD KHANMEDIAThis announcement is not an offer to purchase or a solicitation of an offer to sell Common Shares or ADSs (each as defined below). The U.S. Offer (as defined below) is made solely pursuant to the
U.S. Offer to Purchase (as defined below), dated as of August 3, 2020, any amendments or supplements thereto and the Common Share Acceptance Letter and ADS Letter of Transmittal accompanying
the U.S. Offer to Purchase, and is being made to all U.S. Holders (as defined below) of Common Shares and all holders of ADSs, wherever located. The making of the U.S. Offer in jurisdictions other
than the United States may be restricted or prohibited by law. The Purchasers (as defined below) are currently not aware of any jurisdiction where the making of the U.S. Offer is restricted or
prohibited by law. If the Purchasers become aware of any such restriction or prohibition on the making of the U.S. Offer or the acceptance of the ADSs, the Purchasers will make a good
faith effort to comply or seek to have such prohibition or restriction declared inapplicable to the U.S. Offer. If, after a good faith effort, the Purchasers cannot comply, the Purchasers
will not make the U.S. Offer to holders of ADSs in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the U.S. Offer to be made by a licensed
broker or dealer, the U.S. Offer shall be deemed to be made on behalf of the Purchasers by one or more registered brokers or dealers licensed under the laws of such jurisdiction.Notice of U.S. Offer to Purchase for Cash
All Outstanding Common Shares Held by U.S. Holders and
All Outstanding American Depositary Shares Representing Common Shares
ofLINE Corporation
forJPY 5,380 Per Common Share and Per American Depositary Share
byNAVER J. Hub Corporation,
A Direct Wholly Owned SubsidiaryofNAVER Corporation,
andSoftBank Corp.
THE U.S. OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 2:30 A.M., NEW YORK
CITY TIME, ON SEPTEMBER 15, 2020, UNLESS THE U.S. OFFER IS EXTENDED.NAVER J. Hub Corporation, a Japanese corporation (kabushiki kaisha) (“NAVER Purchaser”) and a direct wholly owned subsidiary of NAVER Corporation, a Korean corporation (jusik hoesa)
(“NAVER”) listed on the Korea Exchange, and SoftBank Corp., a Japanese corporation (kabushiki kaisha) (“SoftBank,” and together with NAVER Purchaser, the “Purchasers”) listed on the First
Section of the Tokyo Stock Exchange (the “TSE”), are jointly offering to purchase (the “U.S. Offer”):
(i) up to 100% of the outstanding shares of common stock, no par value (collectively, the “Common Shares” and each, a “Common Share”), of LINE Corporation, a Japanese corporation
(kabushiki kaisha) (“LINE”) listed on the New York Stock Exchange (the “NYSE”) and the First Section of the TSE and a consolidated subsidiary of NAVER, that are held by U.S. holders
(as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such holders
collectively, “U.S. Holders” and each, a “U.S. Holder”), and
(ii) up to 100% of the outstanding American Depositary Shares representing Common Shares (collectively, the “ADSs” and each, an “ADS”), each ADS representing one Common Share,
from all holders, wherever located,
at a purchase price of JPY 5,380 per Common Share and per ADS (which, solely for reference purposes, is equivalent to approximately U.S. $51.22 per ADS based on an exchange rate of U.S.
$1.00 = JPY 105.035, the spot U.S. dollar/Japanese yen exchange rate at 10:00 a.m., Japan Standard Time, on July 30, 2020, as reported by Bloomberg L.P.), in each case, in cash, without
interest, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, dated as of August 3, 2020 (the “U.S. Offer to Purchase”), and in the accompanying Common Share
Acceptance Letter or ADS Letter of Transmittal, as applicable. All payments to tendering U.S. Holders of Common Shares pursuant to the U.S. Offer to Purchase will be in Japanese yen, less
the amount of any fees, expenses and withholding taxes that may be applicable. This is the same price per Common Share payable by the Purchasers to holders of Common Shares tendering
into the Japan Offer (as defined below). All payments to tendering holders of ADSs pursuant to the U.S. Offer to Purchase will be in U.S. dollars, with the dollar amount thereof calculated by
converting JPY 5,380 to U.S. dollars based on the spot U.S. dollar/Japanese yen exchange rate reported by Bloomberg L.P. at 10:00 a.m., Japan Standard Time, on the first Japan business day
following the Expiration Date (as defined below) and rounded to the nearest whole cent, less the amount of any fees (including any currency conversion fees), expenses and withholding taxes that
may be applicable, including a fee of up to U.S. $5.00 for each 100 tendered ADSs (or portion thereof) cancelled. Holders of ADSs should be aware that fluctuations in the Japanese yen to U.S.
dollar exchange rate will cause the value of the cash consideration to be paid to them in respect of their ADSs to change accordingly. We will not pay interest on the purchase price for Common
Shares or ADSs. Each of the Purchasers will purchase the equivalent of 50% of the Common Shares and ADSs tendered into the U.S. Offer (subject to rounding as set forth in the Transaction
Documents (as defined below)). See the section entitled “The U.S. Offer—Section 1. Terms of the U.S. Offer—Material Terms—Consideration and Payment” of the U.S. Offer to Purchase.
Simultaneously with the U.S. Offer, the Purchasers are making an offer in Japan in accordance with the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended
from time to time) to purchase up to 100% of the outstanding Common Shares, options for the purchase of Common Shares (the “Options”) and zero-coupon convertible bonds due 2023
and 2025 issued by LINE (the “Convertible Bonds” and, together with the Common Shares, ADSs and Options, the “LINE Target Securities”), from all holders of Common Shares, Options or
Convertible Bonds who are not U.S. Holders, subject to certain restrictions (the “Japan Offer,” and together with the U.S. Offer, the “Offers”). The offer for Common Shares in the Japan Offer
is for the same price and on substantially the same terms as offered to purchase Common Shares and ADSs in the U.S. Offer. The Japan Offer is not open to U.S. Holders.
The U.S. Offer is open to all holders of Common Shares who are U.S. Holders, and to all holders of ADSs, wherever located. Holders of Common Shares who are not U.S. Holders and
holders of Options or Convertible Bonds, wherever located, may not participate in the U.S. Offer, but holders of Common Shares, Options or Convertible Bonds who are not U.S. Holders may
tender their respective Common Shares, Options or Convertible Bonds into the Japan Offer. U.S. Holders of Options or Convertible Bonds that wish to participate in the U.S. Offer must first
exercise or convert, respectively, such Options or Convertible Bonds (to the extent exercisable or convertible, as the case may be) in accordance with their terms in sufficient time to tender the
Common Shares received thereby into the U.S. Offer.
The Offers do not extend to LINE Target Securities that the Purchasers or NAVER hold or may, in the future, hold, or to Common Shares or ADSs held in treasury by LINE.
The Purchasers will accept for payment Common Shares or ADSs that are validly tendered, and not properly withdrawn, before 2:30 a.m., New York City time, on September 15, 2020 (such
deadline, as it may be extended from time to time, the “Expiration Date”).
The Offers are being made pursuant to the business integration agreement, dated as of December 23, 2019 (as it may be amended, modified or supplemented from time to time in accordance
with its terms, the “Business Integration Agreement”), by and among NAVER, LINE, SoftBank and Z Holdings Corporation, a Japanese corporation (kabushiki kaisha) listed on the First Section of the
TSE and a consolidated subsidiary of SoftBank, and the transaction agreement, dated as of December 23, 2019 (as it may be amended, modified or supplemented from time to time in accordance
with its terms, the “Transaction Agreement,” and together with the Business Integration Agreement, the “Transaction Documents”), by and between NAVER and SoftBank. The Transaction
Documents are more fully described in the U.S. Offer to Purchase. The consummation of the U.S. Offer is conditioned on (i) the non-existence of certain types of judgments, decisions, orders or
other authoritative measures that could impede the consummation of the Offers and (ii) the Japan Offer not having been withdrawn prior to 2:30 a.m., New York City time, on the Expiration Date.
The Japan Offer will be withdrawn if (i) the Fair Trade Commission of Japan (the “Japan FTC”) issues a cease and desist order against the Offers and the other transactions contemplated by the
Transaction Documents (the “Transactions”), (ii) the statutory waiting period upon the pre-merger filing for the Transactions has not expired or been terminated, or (iii) the Japan FTC files a petition
for an urgent injunction to a court (notice by the Japan FTC that it will not issue such order or the expiration or termination of such waiting period, and the absence of such petition, “JFTC Approval”).
See the section entitled “The U.S. Offer—Section 13. Conditions to the U.S. Offer” of the U.S. Offer to Purchase for a discussion of the conditions to the consummation of the U.S. Offer. Other
than JFTC Approval, all other applicable regulatory approvals have been obtained (or the relevant waiting periods have expired or been terminated and no orders have been issued prohibiting the
Transactions, including the Offers) prior to the date hereof. See the section entitled “The U.S. Offer—Section 14. Required Regulatory Approvals; Certain Legal Matters” of the U.S. Offer to Purchase.
The consummation of the U.S. Offer is not subject to any financing condition or any condition that a minimum amount of Common Shares and/or ADSs are tendered into the Offers.
Subject to applicable law, the period from the commencement date of the U.S. Offer to 2:30 a.m., New York City time, on the Expiration Date (the “Offer Period”) may be extended at any time
and from time to time, and during such extended period the U.S. Offer will remain open and the acceptance for payment of Common Shares and ADSs tendered will be delayed. If JFTC Approval has
not been obtained, we will extend the Offer Period until such time as (i) JFTC Approval is obtained and the Purchasers accept the Common Shares and ADSs tendered or (ii) the Purchasers withdraw
the Japan Offer. In addition, the Purchasers will extend the Offer Period to the extent required by applicable U.S. federal securities laws, if they make a material change to the terms of the U.S. Offer,
make a material change in the information concerning the U.S. Offer or waive a material condition of the U.S. Offer. Moreover, the Purchasers will extend the U.S. Offer so that the Offer Period of
the U.S. Offer matches that of the Japan Offer. During any of such extensions of the Offer Period, all Common Shares and ADSs tendered in the U.S. Offer and not withdrawn will remain subject to
withdrawal rights. All U.S. Holders of Common Shares and holders of ADSs who validly tendered, and did not withdraw, their Common Shares or ADSs into the U.S. Offer prior to 2:30 a.m., New York
City time, on the Expiration Date will receive the same price per Common Share or ADS, as applicable, regardless of whether they tendered before or during any extension period of the U.S. Offer.
Once the Offer Period has lapsed, no subsequent offer period will be available.
Pursuant to the Exchange Act, LINE is required to file a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with the Securities and Exchange Commission
(the “SEC”) within 10 U.S. business days from the date of commencement of the U.S. Offer. In the Schedule 14D-9, LINE is required to set forth whether LINE recommends acceptance or
rejection of the U.S. Offer, expresses no opinion and remains neutral toward the U.S. Offer or is unable to take a position with respect to the U.S. Offer, and the reasons therefor. Under the
terms of the Business Integration Agreement, LINE has agreed to recommend acceptance of the U.S. Offer in the Schedule 14D-9. U.S. Holders of Common Shares and holders of ADSs should
review the Schedule 14D-9 that LINE filed with the SEC, which is available at the SEC’s website at http://www.sec.gov.
Following the consummation of the Offers, any remaining holders of Common Shares or ADSs will be eliminated by a share consolidation of the Common Shares pursuant to the Business
Integration Agreement and the Companies Act of Japan or other available squeeze-out procedures (the “Share Consolidation”) (with the intended result that, following such share consolidation and
any other adjustment procedures set forth in the Business Integration Agreement, NAVER and the Purchasers will be the only shareholders of LINE). The Common Shares are expected to be de-
listed from the TSE two Japan business days prior to the closing of the Share Consolidation and the ADSs are expected to be de-listed from the NYSE prior to the closing of the Share Consolidation.
Registered holders of ADSs wishing to accept the U.S. Offer must deliver an ADS Letter of Transmittal properly completed and duly executed bearing their original signature, and all other
documents required therein, including American Depositary Receipts evidencing ADSs, if applicable, to Equiniti Trust Company (the “ADS Tender Agent”) at one of its addresses set forth below
for receipt, such that the ADS Tender Agent receives these documents before 2:30 a.m., New York City time, on the Expiration Date. Holders of ADSs wishing to accept the U.S. Offer who hold
ADSs through a broker or other securities intermediary must contact such broker or other securities intermediary and have the broker or other securities intermediary tender such ADSs on
their behalf through The Depository Trust Company (“DTC”). In connection with book-entry transfers, the ADS Tender Agent must receive (i) a confirmation of such tender into the ADS Tender
Agent’s account at DTC and (ii) an Agent’s Message (as defined in the U.S. Offer to Purchase) before 2:30 a.m., New York City time, on the Expiration Date. DTC, participants in DTC and other
securities intermediaries are likely to establish cut-off times and dates that are earlier than 2:30 a.m., New York City time, on the Expiration Date for receipt of instructions to tender ADSs.
U.S. Holders of Common Shares wishing to accept the U.S. Offer should (i) instruct their broker or other securities intermediary to instruct its affiliated Japanese standing proxy (jyounin
dairi-nin) to deliver the Common Shares they wish to tender through the Japan Securities Depository Center, Inc. (“JASDEC”) to an account with Nomura Securities Co., Ltd. (the “Common
Share Receiving and Paying Agent”) specified in the Common Share Acceptance Letter and (ii) instruct such broker or other securities intermediary to (a) deliver to its affiliated Japanese
standing proxy any additional documents required by such affiliated Japanese standing proxy and (b) instruct its affiliated Japanese standing proxy to deliver the Common Share Acceptance
Letter (which will be provided in Japanese to the Japanese standing proxy by the Common Share Receiving and Paying Agent) to the Common Share Receiving and Paying Agent at the address
of the Common Share Receiving and Paying Agent which will be provided to the Japanese standing proxies by the Common Share Receiving and Paying Agent, in each case of (i) and (ii), to
be received prior to 2:30 a.m., New York City time, on the Expiration Date. If you hold Common Shares through a broker or other securities intermediary, you must contact such broker or other
securities intermediary and instruct it to deliver the Common Shares you wish to tender on your behalf. Brokers and other securities intermediaries are likely to establish cut-off times and dates
to receive instructions to deliver securities that are earlier than 2:30 a.m., New York City time, on the Expiration Date.
In any event, if you are a holder of ADSs, wherever located, and you intend to tender all or any portion of your ADSs into the U.S. Offer, or if you are a U.S. Holder of Common Shares and
you intend to tender all or any portion of your Common Shares into the U.S. Offer, in each case, you must follow the procedures set forth in the section of the U.S. Offer to Purchase entitled
“The U.S. Offer—Section 3. Procedure for Tendering into the U.S. Offer.”
Payment for Common Shares and ADSs accepted for payment pursuant to the U.S. Offer will be made only after timely receipt of the required documents by the Common Share Receiving
and Paying Agent (in the case of Common Shares) or the ADS Tender Agent (in the case of ADSs) and in the case of Common Shares, timely receipt of the tendered Common Shares through
JASDEC by the account of the Common Share Receiving and Paying Agent, in each case, in accordance with the procedures set forth in the section entitled “The U.S. Offer—Section 3. Procedure
for Tendering into the U.S. Offer” of the U.S. Offer to Purchase.
If you are a U.S. Holder of Common Shares and you tender all or any portion of your Common Shares into the U.S. Offer, payment for Common Shares tendered and accepted for payment
pursuant to the U.S. Offer will be made by deposit of the aggregate purchase price for all Common Shares validly tendered into and not withdrawn from the U.S. Offer with the Common
Share Receiving and Paying Agent, who will act as your agent for the purposes of (i) receiving payments from the Purchasers for your tendered Common Shares and (ii) transmitting (directly
or through your broker or other securities intermediary) such payments to you. The Common Share Receiving and Paying Agent will credit JASDEC, for allocation by JASDEC to your broker or
other securities intermediary, with an amount equal to the aggregate purchase price of your tendered Common Shares that the Purchasers have accepted for payment, less the amount of any
fees, expenses and withholding taxes that may be applicable.
If you are a holder of ADSs and you tender all or any portion of your ADSs into the U.S. Offer, payment for ADSs tendered and accepted for payment pursuant to the U.S. Offer will be made
by deposit of the aggregate purchase price for all ADSs validly tendered into and not withdrawn from the U.S. Offer with the ADS Tender Agent, who will act as your agent for the purposes
of (i) receiving payments from the Purchasers for your tendered ADSs and (ii) transmitting (directly or through your broker or other securities intermediary) such payments to you. If you are a
registered holder of ADSs, you will receive a check from the ADS Tender Agent for an amount equal to the aggregate purchase price of your tendered ADSs that the Purchasers have accepted for
payment. If you hold ADSs through a broker or other securities intermediary, the ADS Tender Agent will credit DTC, for allocation by DTC to your broker or other securities intermediary, with an
amount equal to the aggregate purchase price of your tendered ADSs that the Purchasers have accepted for payment. In each case, such payments will be less the amount of any fees (including
any currency conversion fees), expenses and withholding taxes that may be applicable, including a fee of up to U.S. $5.00 for each 100 tendered ADSs (or portion thereof) cancelled.
The U.S. Offer provides for withdrawal rights as required by U.S. securities laws. Therefore, U.S. Holders of Common Shares and holders of ADSs who have tendered into the U.S. Offer
will be able to withdraw any tendered Common Shares or ADSs in accordance with the procedures set forth in the section entitled “The U.S. Offer—Section 4. Withdrawal Rights” of the U.S.
Offer to Purchase. You may withdraw your tender of Common Shares or ADSs at any time before 2:30 a.m., New York City time, on the Expiration Date. If you hold your Common Shares or ADSs
through a broker or other securities intermediary, you should be aware that your broker or other securities intermediary is likely to establish a cut-off time and date for receipt of instructions to
withdraw previously tendered Common Shares or ADSs that is earlier than 2:30 a.m., New York City time, on the Expiration Date.
All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Common Shares or ADSs, including questions as to
the proper completion or execution of any ADS Letter of Transmittal, Common Share Acceptance Letter, notice of withdrawal or other relevant documents and as to the proper form for transfer of
any Common Shares or ADSs, will be determined by the Purchasers, in their sole discretion, subject to applicable law, and the Purchasers’ determination will be final and binding on all parties. The
Purchasers reserve the absolute right to waive any defect or irregularity in any tender of Common Shares or ADSs by any holder, whether or not similar defects or irregularities are waived in the case
of other holders of Common Shares or ADSs. No tender of Common Shares or ADSs will be deemed to have been validly made until all defects and irregularities have been cured or waived to the
Purchasers’ satisfaction. The Purchasers also reserve the absolute right to reject any or all tenders of Common Shares or ADSs determined by the Purchasers not to be in proper form or for which
acceptance for payment or payment may be unlawful. None of the Purchasers, NAVER, the Common Share Receiving and Paying Agent, the ADS Tender Agent, JPMorgan Chase Bank, N.A., the
ADS depositary, Equiniti (US) Services LLC (the “Information Agent”) or any other person is or will be under any duty to give notification of any defect or irregularity in tenders or incur any liability for
failure to give any such notification. The Purchasers’ interpretation of the terms and conditions of the U.S. Offer (including any ADS Letter of Transmittal, Common Share Acceptance Letter, notice
of withdrawal or other relevant documents and as to the proper form for transfer of any Common Shares or ADSs) will be final and binding to the full extent permitted by law.
For an explanation of certain effects of the Offers on the Common Shares and ADSs and the rights of holders thereof as a result of the transaction, see the section of the U.S. Offer to
Purchase entitled “Questions and Answers about the Offers.”
A U.S. holder (as defined in the section entitled “The U.S. Offer—Section 5. Income Tax Considerations—Certain U.S. Federal Income Tax Consequences of the U.S. Offer” of the U.S. Offer
to Purchase) that tenders Common Shares or ADSs into the U.S. Offer generally will recognize gain or loss, for U.S. federal income tax purposes, in an amount equal to the difference, if any,
between (i) the amount realized (generally the U.S. dollar value of the cash received, as further discussed in the section entitled “The U.S. Offer—Section 5. Income Tax Considerations—Certain
U.S. Federal Income Tax Consequences of the U.S. Offer—U.S. Tax Consequences for U.S. Holders Who Tender Common Shares or ADSs Pursuant to the U.S. Offer” in the U.S. Offer to
Purchase) in the U.S. Offer and (ii) the U.S. holder’s adjusted tax basis in the Common Shares or ADSs exchanged therefor. Gain or loss will be determined separately for each block of Common
Shares or ADSs (that is, Common Shares or ADSs acquired at the same cost in a single transaction). Such gain or loss will generally be long-term capital gain or loss if the U.S. holder held the
Common Shares or ADSs for more than one year. Tax consequences will depend on each tendering holder’s individual situation.
In general, no Japan withholding tax will be levied on the sale of Common Shares or ADSs pursuant to the U.S. Offer.
Upon the sale of Common Shares or ADSs pursuant to the U.S. Offer, any gain recognized by an individual who is not domiciled in or a resident of Japan for tax purposes or by any legal
entity that is not incorporated under the laws of, and does not have a permanent establishment in, Japan (a “Non-Japan Holder”) will not be subject to Japan income tax. Upon the sale of ADSs
pursuant to the U.S. Offer, any gain recognized by any person who is not a Non-Japan Holder (a “Japan Holder”) will be subject to Japan taxes.
The Japan tax consequences for Non-Japan Holders and Japan Holders who do not tender their Common Shares and/or ADSs pursuant to the U.S. Offer and are subject to the Share
Consolidation are generally the same as described above. See the section entitled “The U.S. Offer—Section 5. Income Tax Considerations—Certain Japan Income Tax Consequences of the U.S.
Offer” of the U.S. Offer to Purchase.
U.S. Holders of Common Shares and holders of ADSs wishing to accept the U.S. Offer are urged to consult your tax advisor to determine the particular tax consequences to you
of the U.S. Offer, including the application and effect of any U.S. federal, state, or local or non-U.S. income and other tax laws.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the Exchange Act is contained in the U.S. Offer to Purchase and the Common Share Acceptance Letter and
the ADS Letter of Transmittal accompanying the U.S. Offer to Purchase and is incorporated herein by reference. The U.S. Offer to Purchase, the Common Share Acceptance Letter and the ADS
Letter of Transmittal will be mailed to record holders of Common Shares and ADSs and will be furnished to brokers, banks and similar persons whose name appears or whose nominee appears
on the list of security holders or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of such securities. The
Purchasers, NAVER and LINE have also filed with the SEC a Schedule 13E-3, together with exhibits (the “Schedule 13E-3”), furnishing certain additional information with respect to the U.S.
Offer, which is available at the SEC’s website at http://www.sec.gov.
The U.S. Offer to Purchase, the Common Share Acceptance Letter, ADS Letter of Transmittal and the Schedule 13E-3 contain important information. U.S. Holders of Common
Shares and/or holders of ADSs should carefully read them in their entirety before any decision is made with respect to the U.S. Offer.
The U.S. Offer has not been approved or disapproved by the SEC, or any securities commission of any state of the United States, or the securities regulatory authorities of any
other jurisdiction, nor has the SEC, or any state securities commission, or the securities regulatory authorities of any other jurisdiction, expressed a view with respect to the fairness
or merits of the U.S. Offer or upon the accuracy or adequacy of the information contained in the U.S. Offer to Purchase. Any representation to the contrary is unlawful.
Any questions or requests for assistance may be directed to the Information Agent at its telephone numbers and address set forth below. Additional copies of the U.S. Offer to Purchase,
the Common Share Acceptance Letter, the ADS Letter of Transmittal and other tender offer materials may be obtained from the Information Agent or from brokers, dealers, commercial banks
and trust companies, and such copies will be furnished promptly at the Purchasers’ expense. U.S. Holders of Common Shares and holders of ADSs may also contact their broker, bank or other
securities intermediary for assistance concerning the U.S. Offer.The Information Agent for the U.S. Offer is:90 Park Avenue
New York, New York 10016
U.S. Holders of Common Shares or holders of ADSs may call toll-free: (833) 503-4127
Banks and brokers may call: (516) 220-8356The ADS Tender Agent for the U.S. Offer is:Equiniti Trust Company
By Mail: By Hand or Overnight Courier:
By 2:30 a.m., New York City time, on the Expiration Date By 2:30 a.m., New York City time, on the Expiration Date
Equiniti Trust Company Equiniti Trust Company
Shareowner Services Shareowner Services
Voluntary Corporate Actions Voluntary Corporate Actions
P.O. Box 64858 1110 Centre Pointe Curve, Suite 101
St. Paul, Minnesota 55164-0858 Mendota Heights, Minnesota 55120The Common Share Receiving and Paying Agent for the U.S. Offer is:Nomura Securities Co., Ltd.
August 3, 2020